The Uncanny Scarlet Spider
by kiyone4ever
Summary: Set immediately after the original Clone storyline. Ben Reilly heads to Bayville unaware that his past is still following him.
1. Leaving Home

A/N I was inspired by Agent G's "Spider-X" stories and at the same time a growing fascination for the character of Ben Reilly. I was originally going to base this in the aftermath of the six part "REAL Clone Saga" that was released in 2009 in which Ben Reilly survived and the issue of who was the clone tabled as less important than letting Ben and Peter live their own lives. Peter remains Spiderman and Ben rides out of town.

Unfortunately I realized that with that story was the fact that Ben Reilly had been on the road for five years and therefore was just a little too old for this story to work and so we return to the night where Ben was _originally_ believed killed in battle against the Jackal...

**Ben Reilly: The Uncanny Scarlet Spider**

**Chapter One: Leaving Home...  
><strong>

He loved New York. He had lived there nearly his entire life. Raised by his Uncle Ben and Aunt May... Gone to school there... Learned painful lessons...

Except maybe he hadn't...

He was not certain how he had ended up in that smoke stack. He remember blacking out. He could only assume the other Spider-man... had thought him dead. And he would have done the same. There could only be one Peter Parker. He had gone back to his apartment for a shower, intending to go see Aunt May, feeling much like the little child he remembered being and needing a comforting presence to calm his addled mind. As he looked in the window of the apartment, he had seen _him _ with MJ...!

And then it went off in his head. He WAS the clone. He was merely a copy looking in on the life of the _real _Peter Parker. He could not seek comfort and solace from Aunt May, nor could he take refuge in MJ's arms. MJ wasn't his girl and this wasn't his _life._

Who was he then? He needed to think and to put some distance between himself and his other... Unnoticed by his twin, he took some clothes from a box that Peter Parker had planned to donate. Heading out of the city in the pouring rain he saw the sign...

**Bayville 35 miles.**

It seemed as good a destination as any. He was not sure of what he would do when he got there but he would think of something.

Watching him discreetly from the shadows, Seward Trainer sighed. His instructions were simple: Follow Parker's clone and keep his employer informed. This was an ugly matter he had stepped into. He would need to take care to survive. For now that meant being an obedient pawn. Despite only being an assistant to Miles Warren, Seward understood genetics and cloning nearly as well but more than that. He understood that; beyond the realm of scientific disciplines, he and Parker and his clone had much in common. They were all people born or made and whose lives were now considered playthings to dangerous individuals whose aims would not be stayed on account on notions of humanity. For a moment Trainer wondered if his own humanity would survive this business. But only for a moment. Questions of humanity couldn't be answered by the dead. Survive first. Grieve later.

**To Be Continued...**

So... Comments? Suggestions? Please Review.


	2. Paying It Forward

A/N I know the last chapter was rather short but that just seemed the point to cut it at. This chapter is a little longer. It may take just a little bit before the X-men appear in this fic. They will appear when it is time.

**Ben Reilly: The Uncanny Scarlet Spider**

**Chapter Two: Paying it forward...**

As one could imagine, reaching Bayville was the easy part. With no money and no background it was going to be a hard scramble time. No food, no shelter, and a face that if anyone did recognize it would bring questions and trouble that neither he nor Peter Parker needed. He needed work. The kind that paid in cash and didn't ask too many questions. It would have been so easy to use his skills to obtain the money he needed but that simply was not an option. Luckily there were plenty of day labor jobs that could be had if one looked for them. Ditch digging might not be glamorous or make one rich but it beat scrounging through the trash behind markets and restaurants for enough scraps to eat and he could use the money after food for some essential supplies. It wasn't as if he needed the money for a date afterall.

At the end of that first back breaking day, the foreman; a solid, broad shouldered man in his fifties, approached him with a smile. "You did good out there today kid." He handed over his pay. "So you plan on sticking around?"

"Maybe. Not like I have anywhere else I have to be. I think I'll see what turns up here."

The foreman looked at him quizzically. "Well, if you want the work, be here tomorrow at eight thirty.''

"Eight thirty... Right..." He said as the foreman frowned noticing the kid wasn't wearing a watch.

"Kid... " The foreman sighed. "Come on... We need to get you a few things. And Hannah's making pot roast. When's the last time you had a decent meal son?"

"Too long..." He admitted. "Sir... I don't want to be an inconvenience."

"The workday is officially over so you can stop with the sir. The name is William Brown. You can call me Mr. Brown. And I did thirty years in the Navy and no one ever called me 'sir' then either. Cause I did exactly what you an me were doin' today. I worked for a living son. As for an inconvenience... Hell! Let's say that I owe someone out there and I don't expect I'll get the chance to pay 'im back so I'm paying it forward.

"Now when I introduce you to my wife I gotta call you something other than 'Kid' So what do I call you?"

"Ben... Ben Reilly."

"Nice to meet you Ben Reilly.'' Brown pointed to an old Plymouth Roadrunner that had lovingly been restored and maintained by its current owner. "Get in Ben and buckle up." He grinned as the old car was his only real vice. "I've been known to have a heavy foot when I'm in a good mood and today has been pretty good."

Ben got in and fastened his seat-belt.

Will got a gleam in his eyes as he turned the ignition and the old car roared to life. "Houston we are go!"

Watching from across the street, Seward Trainer frowned. This could make his job harder. Still there was nothing to be done about it but roll with it. He needed to find a motel. It looked like he was going to be there a while.

* * *

><p>First stop for Will and Ben was the local 'S' mart where Ben picked up a watch and some clean socks and underwear and some detergent. He also picked up some hair dye, a shaving kit, and a comb and scissors. He also picked up a loaf of bread and some cold cuts.<p>

"Hair dye Ben?" Brown asked with interest. "You haven't been on 'America's Most Wanted' have you?" He said jokingly.

"No... not that I know of... But a little while ago I ran into a bad case of mistaken identity. I don't know what that other me did but somebody is pretty mad at him... That's when I got my watch and wallet taken." He added. "I'm kinda hoping to avoid repeating that particular day if I can help it."

"Can't say I blame you. Same thing almost happened to my son."

"Oh? What happened? Uh... If it isn't prying too much..."

"Nah..." Will waved it off. "My son John is a lot smarter in the head than his old man see... So he's a student at ESU in New York. Well he's a good boy and way smarter than me in the books but he's not exactly street smart. Last fall he took his girlfriend out on a date and this guy came up and asked for a couple of dollars. John pulled out his wallet and next thing you know the fella pulled out a knife.. So did his two friends see... Now at his age I coulda beat the crap outta all three of 'em but I taught my son to think out his problems. Muscle only gets you so far.. So he never became what you would call a fighter. He tosses down his wallet to show he ain't gonna give them no trouble and then one of the guys grabs at his girlfriend. Now I always taught my son to respect women and so he takes exception and steps between her and the guy. So the fella comes at him with the knife and 'Bam!' This Spiderman guy they keep showing in the papers shows up and it's over in thirty seconds. All three of the creeps are out cold and trussed like Christmas Turkeys and I still have my son.

"That's one of the reasons I'm doing this Ben. Everyday we see things we know aren't right and we let them go 'cause it ain't our problem and someone else 'll take care of it. 'Cept because someone decided it _was _his problem that I didn't lose a son that night. I'll never be able to repay that but I owe him now and My father taught me always to pay my obligations and this is where I start paying a little of that debt."

Ben listened with rapt interest. "Why do you think he does it?"

"Hmmm?"

"Spider-man... Why do you think he does what he does? Seems like he gets a lot of grief for all his troubles."

"Well..." The older man paused as he inspected a Lily that he was going to get his wife. "I 'spect it's because he knows what it's like to be the victim. Who knows? ... But I'd bet money on it. He's been where you are now. Life punched him square in the gut and this is his answer."

"I thought you said you weren't much of a book learner professor...?" Reilly teased fondly.

"I'm not but my wife reads. I may have picked up a book or two when I wasn't getting up to my elbows in grease... Some interesting stuff even for an old gear head like me. Now let's get going... We'll stop over at the value shack and find you some more clothes and then the best meal you had in a 'coons age.''

**To Be Continued...**

So... Comments? Suggestions? Please Review.


	3. Settling In

A/N I am thankful and appreciative for my first reviews! I know some of you are still waiting for some web slinging and mutant mayhem. It will come oh true believer but the spider must walk before he can swing!

Now firstly the official useless disclaimer that notes how I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits..

And now...

**Chapter Three: Settling In**

''That was an excellent supper Mrs Brown.'' Ben complimented that night.

''Why thank you Ben. Call me Hannah please won't you? Mrs Brown makes me sound like a mature woman. Something I have seldom been accused of.'' She said merrily as she sipped her coffee.

Her husband chuckled. "Mother always told me to watch out for those wild city girls... It took a while but I finally found one." He looked at Ben appraisingly as the young man collected his plate and silverware and took them to the sink and began washing it by hand.

''Someone did a good job raising you Ben.'' The older man commented. "Now let's get you set up for the night."

"Uh...''

William put up a hand to forestall the young man's protest. "Where were you planning on sleeping son? Under an overpass or in some abandoned building? Use your head kid."

Ben paused and then reluctantly nodded. He really didn't want to presume on these peoples' hospitality but Mr. Brown had a good point... Especially as another rainstorm moved into the area. It was currently pouring outside and frankly going out there when he had a choice was just dumb.

"All right but at least I can do some chores while I'm here."

"Fair enough Ben. You know if you are going to stay in Bayville we need to find you a better job than digging ditches and you'll probably appreciate some space of for own... So what does Ben Reilly do for a living...?"

**Several Days Later **

Ben Reilly smiled to himself as he stood in his new studio apartment. Will Brown was there also helping bring up some donated and salvaged furnishings. He had also cosigned Ben's lease after helping Reilly find work at a local repair shop. It was something he had a natural aptitude for and Ben was also secretly pleased that his job would allow him access to tools and parts that would aid him in his other endeavors. At first; on leaving New York, Reilly had thought that maybe he would put aside the hero business. He wanted his own life now; not just repeat Peter's life in a new town, but William Brown had shown him just how important it was that _someone _had to care. Someone had to make a difference and even if it wasn't to _his _ears that Ben Parker had spoke how with great power came great responsibility, it was to hisheart and soul just the same. So as he looked around at his little apartment he smiled in satisfaction. As he looked over at the chemistry set he had managed to purchase, he realized that there was only one other matter.

Ben Reilly could as little be 'Spider-man' as he could go around being Peter Parker. True that there was no escaping the fact they had the same abilities and his tools were still the ones invented by Parker years ago, but he didn't need to have the same _look. _And as for the gadgets... Well perhaps he just might have an idea or two for making them better. It would be nice to have a trick or two ol' Pete hadn't thought of just yet...

"Thank's for everything Mr. Brown." Ben said in appreciation.

"You're welcome Ben.'' He smiled. "Besides... You did the work. I just helped with the opportunity. Now make the most of it and remember that Hannah expects you over at our place for supper next Friday. And I'll tell you with plenty of experience that I would rather be in a barfight with a squad of drunk marines than to disappoint that woman. The former is also a healthier occupation too.''

"Don't worry. I'll be there."

"I'm not worried Ben. It's _your _hide she'll skin if you're late."

They both laughed at that knowing he was probably right.

''Oh! One more thing... Hannah says she'll let you have that old Singer of hers if you can get it working."

"Thanks and thank her for me Mr. Brown?"

"Call me Will, Ben.'' He clapped the younger man on the shoulder. "Just remember... Wherever you came from... whatever is in your past son. You have friends and a home in this town now.''

Outside, Seward waited and watched with interest. He just hoped that his employer would be satisfied with just the notes and comings and goings. He didn't want to interfer in this young man's life any more than he could help and at anyrate it seemed as if his original plan to befriend the wandering clone was in the trash heap now. He still hoped to make contact later. He just hoped Bayville stayed quiet. Otherwise it could get dangerous for him very quickly...

**To Be Continued...**


	4. Sirens

A/N First, let me once again thank my readers and especially reviewers! Now again I still do not own any of these recognizable Marvel properties and this is for fun, no profit.

And now...

**Chapter Four: Sirens  
><strong>

Tabitha Smith; late of Charles Xavier's School For the Gifted and currently residing in what was called the Brotherhood House, strolled into Young's Electronic and Repair Shop with her broken MP3 player. Being without her music was a major drag although tonight she intended to have a real blast with the girls but tomorrow she could really use her music back. The blonde haired guy working behind the counter was cute too.

"Oh hey handsome! You suppose you could fix this for me?" She set the player on the counter.

Ben looked up from the order guide on the computer screen. He had a new project in mind after having redesigned the old web-shooters and he would need some fancy electronics to make it work. Presently he filed it away and turned his full attention to his customer.

''Well Let's take a look...'' He examined the device and nodded. ''Should be easy enough."

"Great! Can I come back to pick it up in say.. a couple of hours? I've got a few things I gotta do."

"No problem. If you'll just fill out this slip.'' He printed up a form. ''Miss...?"

"Tabitha Smith... But my friends like to call me 'Boom Boom'...!" She winked flirtingly.

"Let me guess... You're the shy, introverted one in your family?"

Tabby let out a laugh. "Yep! That's me! Just a wallflower." She grinned and signed the paperwork. ''I should be back in a couple of hours or so if that's okay."

"I'm sure I'll have it ready by then." Reilly nodded.

"Well until then... Ciao baby..." Tabby walked out.

Ben smiled and shook his head. That might just be the most dangerous person I meet today. He mused to himself as he contemplated tonight's test run...

**A Few Hours Later...**

In his apartment, Ben Reilly slipped into his new costume. It was not exactly a simple task to maintain the spider motif and functionality of his ...err_ Parker's_ original design without ending up with something all too indistinguishable from the same... Or looking completely stupid. His first couple of designs had simply looked well... Just WRONG. His next designs looked too much like Spider-man. Plain and simple. So he went back to the basics. First he removed the 'webbing' pattern from the suit, then enlarged the eyes a bit. The new suit was a deep crimson with two tone Crimson and black arms and legs and a large black spider design on the chest. His new web shooters were now worn over the outfit and were larger with each cartridge now holding considerably more web fluid. Satisfied as he checked himself over, he slid open the door to the balcony and swung off into the night.

Approximately the same time on the other side of town, five teenaged girls dressed in black gathered to plot out their strategy for the night.

Kitty pulled out her Blackberry and called up a map of Bayville.

"This looks like a good place to start." She pointed to a spot in the downtown. It had become rundown in recent years due to the closing of many of the old mainstreet type stores and shops hard hit in recession and finished off by big retailers opening in the suburbs. The mayor had been promising to rebuild the downtown for years but it stood neglected and overrun. Now the Sirens planned to help take it back.

Jean nodded. "I like it. Let's go.''

The next morning Ben awoke to the sound of an alarm going off way too early for his taste. The night had been moderately productive he supposed. A mugger, a couple of purse snatchers. A carjacker. It had been a good night field testing his new gear and it had held up quite well. He would need to learn a bit more about Bayville's criminal under currents but it was a start.

"Might as well turn on the news..." He mused clicking on the remote as he poured himself a bowl of cereal.

_"Good Morning Bayville! It's 7:05 and this morning's top news story is the rash of reports this morning of a group of mysterious crime fighters that are being called the Bayville Sirens by authorities. Also police are investigating reported sightings of New York's vigilante hero Spider-man. When asked to comment, Bayville's Chief of Police had this to say...''_

The picture went to a press briefing on the steps of Police Headquarters...

_"This city cannot tolerate vigilante justice no matter how well intentioned. These individuals must cease their activities or be arrested."_

_"Chief! What about the Spider? Is the Spider now operating in Bayville? Is there a connection with the Sirens?"_

_"At this time everything we have is merely spec..."_

Johnny Turreno clicked off the TV in annoyance. "I don't care if the damned Avengers are in Bayville! This is my town! Nicky! Call all the boys in.. We're gonna teach these broads a lesson and if the Spider gets in our way then we'll just have to do some bug squashing on the side..."

**To Be Continued...**

Next... Reactions.


	5. Reaction

Once again I must thank all my readers and especially my reviewers. Keep those reviews coming!

A/N Now firstly the official useless disclaimer that notes how I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits..

And now...

**Ben Reilly: The Uncanny Scarlet Spider**

**Chapter Five: Reaction...**

* * *

><p><strong>In Manhattan<br>**

At the offices of The Daily Bugle, its owner; J. Jonah Jameson, sat chomping his traditional cigar and projecting his normal friendly 'badger with a toothache' personality that made him so beloved by his staff and employees.

**"Robbie!"** He bellowed.

"Yes JJ?" Robbie Robertson came over hoping that whatever it was wouldn't involve Jonah's blood pressure going through the roof today.

"What have you got on these reports that Spider-man was seen in Bayville last night?"

"Definitely not him JJ."

"How can you be sure?"

"I've got fresh photos from Parker showing Spider-man in Central Park last night."

"Hmmm..." Jameson grunted in thought. "Let's see if we can get under ol' 'web head's' skin some shall we? Put the Spider-man photos on page six. And I want a page one story... '_**Spider-man terrorizes Bayville...'**_ Be sure to put a question mark on that so those jerks at the _Globe_ can't hang us with our own pics."

"Are you sure JJ?"

"Of course I'm sure. Spider-man will hate it. "Meantime I want Parker to get his butt over to Bayville and see just exactly what's the deal with this other Spider loser and these Sirens."

"Right away JJ." Robertson started to go call Parker but hesitated. ''JJ?"

"What?"

"We're in agreement that whoever is in Bayville.. we've got the proof that Spider-man is still in New York. Why waste the time sending Peter on what'll likely be a wild goose chase?"

"Good point. Let everyone else run around Bayville... I'll find someone else to send out later. We'll see if there's anything worth sending Parker _for_ first!" He finished making it sound if it had been his idea.

"Right JJ." Robbie agreed unfazed with his boss's rather familiar ploy.

Jameson grunted in satisfaction and slapped Robbie on the shoulder. "Robbie! What are you standing around for? We've got a paper to run!"

* * *

><p><strong>At the Xavier Institute the following morning...<strong>

Scott looked up from his engine as Kurt popped in.

"Damn Kurt..." Scott exclaimed as he waved the smell of brimstone out of his nose. "Confined space you know..."

"Oops... sorry... Uh so vhat did you vant to see me bout and vhy are we meeting in secret?"

Scott closed the hood on his classic 'vette.

"Jean and the girls are headed for big trouble. You and I both know they're the Bayville Sirens."

"Ve do...?"

"Yeah... Who else could it be? And the Professor had to have a talk with me after using my powers in public just the once even discreetly. And we already went through that business with Angel... "

"So vhat are ve going to do?"

"I'm not sure. What's worse is this Spider-man guy showing up here... It was bad enough with having him showing off in New York. At least Angel _tried _to be discreet. This idiot doesn't even care he's putting us all at risk and now he's running around in Bayville? Just what we need is Spider-man bringing his media circus here."

"So do ve tell the Professor?"

"No. We can't do that. If the Professor calls them in, the girls will know _we_'re the ones who told. All we can do is keep an eye on them without them knowing and make sure they don't get in over their heads."

"And vhat about Spider-man? I mean everything I've ever heard says he's one of the good guys..."

"Not according to the Bugle. And I agree. He's a showboating menace."

"Scott..." Kurt grinned shaking his head. "I think you're wrong there but maybe ve can use this..."

* * *

><p><strong>In a rented house in the suburbs of Bayville...<strong>

To the students and faculty of Bayville High, she was Risty Wilde. But right now Mystique was in no mood for disguises as she looked over the papers. Rogue and her friends were playing a dangerous game playing hero. That she was certain. She had no idea why Xavier hadn't stepped in to put a stop to it. Well even a psychic could only find something where he was looking for it. Still; while exposing mutants was part of Magneto's plan, it had to be at a time of their choosing. And Mystique really did not intend to sacrifice Rogue in the process.

Foolish girls! Did they really think this would help humans see mutants as anything but a threat? Public opinion was a fickle beast that created heroes and just as quickly devoured them at whim. One only had to look at Spider-man to know that. She smiled at that thought though as she read through the Bugle. Everything was second hand reports with nothing in Bayville other than the headline. She could use this to help quiet the fires before either she or the girls got burned.

She picked up the phone and dialed as her features shifted a bit.

"Hello Glory? This is Randy Green... Is Mr. Jameson in?"

* * *

><p><strong>Downtown Bayville...<strong>

At the bus station a large man in a trenchcoat and hat stared at the picture in the Bugle. _Don't worry Peter... I promise I'll make sure he doesn't hurt you... Enjoy your life... It's good he's come to Bayville. Best that you don't get involved..._ At that a large scarred fist crumpled the paper as soon its owner intended to do to the Spider of Bayville...

**To Be Continued...**


	6. Collison

Once again I thank all my readers and reviewers. The only thing more I could ask for is... MORE REVIEWS PLEASE!

Seriously, reviews are great.

A/N Now firstly the standard useless disclaimer: I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits..

With that said...

We Have Fanfic Sign!

**Chapter Six: Collision  
><strong>

**The Daily Bugle**

Jameson stepped out of his office after taking the call from Randy Green. The woman was a hell of a negotiator. He admired that. Luckily, she was not demanding too much blood from him. Having her turn up in Bayville was a godsend. It meant he didn't have to pay an expense account to send someone from the home office to give this Bayville thing a good looking over. Randy Green would do the legwork. Next he needed to assign a staff reporter to handle everything Green dug up and to see if anything more could be found on this end.

"Ellis!" He barked to a thirty something reporter.

''Yes Mr. Jameson?"

Jameson tosses a folder on his desk. "You're taking lead on this Bayville thing. Randy Green is already there. She'll be sending you whatever she turns up. "

"Yes sir Mr. Jameson."

As Jameson grunted and went back to his office, Ellis began reading the few sketchy reports in the file. He took a fresh sheet of paper and typed a heading... _**SCARLET SPIDER**_.

* * *

><p><strong>Bayville<strong>

Unaware of his new appellation, the web swinging hero in question had spent the next few nights patrolling, attempting to get a lead on the Sirens. They were certainly causing quite a bit of commotion and he suspected that at some point they might run into each other. So it only made sense to scope them out first... Besides... Peter Parker was a photographer and old habits were hard to break...

* * *

><p><strong>Xavier Institute<strong>

"Did you talk to the Professor?" Kurt asked as he got into Scott's car.

"Yeah. He said he was going to talk to everyone this afternoon and then he said he was going to try to locate Spider-man with Cerebro."

"That's good. So you think Spider-man would join us? Become an X-man?"

Scott frowned. "I'm not so sure that's a good idea. He doesn't exactly strike me as a team player Kurt."

"You can't be a team player if no one lets you on the team Scott..."

* * *

><p><strong>Bayville later that day<strong>...

Tabby pulled up to the Burger Shack having once again taken off before Lance could say a word. She was going to have to get a spare set of keys made before Lance wised up and hid his. Still, she was here and waiting for the others. They arrived in the van a short time later.

"What kept you guys?"

Kitty shrugged. "The Professor called an assembly. He wanted to talk about the stories about Spider-man in Bayville. "

"And how we shouldn't follow that as an example of how to use our powers." Jean said folding her arms.

"Do you think he knows?" Amara asked.

"No. If he did he would have called us in privately. But I'm betting someone knows..." She frowned.

"Who?" Kitty asked.

"An overgrown boyscout who needs to stop trying to protect us when we don't need protecting... THAT's who." Jean said firmly.

Tabby popped her gum. "So are you guys still in or what?"

"We're in. We've got something to finish and besides... We can take care of ourselves!" Jean answered.

"All right!" Tabby grinned. "Get in and let's go nail some bad guys!" As they pulled out, a small bird followed them.

* * *

><p>In his private study, Johnny Turreno waited impatiently. Tonight everything was in place. He now could only wait to see if the so called 'Sirens' would oblige him and step into his trap. They had hurt his business and worse yet was the knowledge that his competitors; as well as some larger outfits from New York were gearing up to take over his territory. He had to send a message loud and clear that he was still running Bayville and that message was going to be a bloody one. Finally the phone rang.<p>

"Talk to me."

"They just took the bait boss."

"Good... wipe 'em out Tony."

"Yes sir." Turreno's man pocketed his cell phone and picked up a headset. He spoke into the mic. "Rabbits are running... Wait til they're all in the bag... Terminate the lot..."

"Come on creeps... lead us right back to that rat's nest of yours..." Tabby grinned as she sped up in pursuit. Next to her Jean frowned.

"Something's wrong here..." They watched as the carjackers pulled into an isolated warehouse. Her eyes opened wide as the hostile thoughts of dozens of armed men directed at them.

"It's a trap!"

Tabby swerved the Jeep as the doors started to close behind them. A LAWs rocket narrowly missed the jeep and slammed into the huge metal door.

Outside Scott and Kurt watched with alarm. "They're in trouble!"

"Shouldn't we call the mansion for help?"

"No time Kurt!" He accelerated and pulled up to the back of the warehouse...

* * *

><p><strong>Across town...<strong>

"Well just another boring night in Bayville for your friendly neighborhood wall crawler." Ben mused as he patrolled over quiet streets.

"I guess the crooks must have taken the night off..." It was then that he saw a large fire shoot up in the distance.

"So much for the quiet night." Reilly thought as he began to swing toward the conflagration.

* * *

><p><strong>The warehouse<strong>

"What do we do?" Kitty asked calling out to Jean.

"Phase out and give us a diversion! Tabby! Amara! Left and Right... Give us some cover fire!"

"We're on it!" Tabby said sending a volley of energy bombs into the rafters. They detonated blowing big holes in the roof and sending gunmen scurrying for cover.

"Come on Rogue! Let's take them out!"

"Ah'm right behind ya!"

Quickly the tide turned in favor of the Sirens. As Scott and Kurt watched unobserved from an upper story balcony, the girls seemed to have taken total control. Vell should ve help them?"

"No... I think they've got this." Scott and Kurt slipped out unobserved. It was just at this point that Mystique was about to make her move...

Unfortunately not all of Turreno's men were quite ready to pack it in... Above and behind Rogue, a sniper rifle trained on the young mutant as she walked back towards the Jeep.

"Nuh uh! It's not polite to point!" Rogue and the Sirens turned at the sound as the startled gunman was struck by a shot of contact webbing and stuck to the wall behind him. "Stick around why don't you?" He said and scanned the room. "Well... Looks like I missed the whole party."

Mystique slipped into the shadows to observe. She had been prepared to use the spectre of arrest to scare the girls out of their game but that would have to wait. Still she DID have her camera handy...

"So... What are nice girls like you doing in a place like this?" Ben asked smiling under his mask as he leaned over the railing.

"Hiya hot stuff!" Boom Boom grinned. Whoever the Spider was, his body was easy on the eyes.

"Wow! You're Spider-man!" Kitty said excited.

"No, I'm Tuxedo Mask, my tux is just at the cleaners..." He remarked jokingly. "And you girls are either a special unit of the FBI with those shades or the Bayville Sirens..." He said lightly. "You know... I'd like to chat but I'd suggest you get going before the police show up...

* * *

><p><strong>To Be Continued...<strong>


	7. Spin

Once again I thank all my readers and reviewers.

A/N Once more the standard useless disclaimer: I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits..

And now...

Incoming!

**Chapter Seven: Spin...  
><strong>

**The Daily Bugle**

**_"All right!" _**For a fleeting moment, J. Jonah Jameson was in a pleased mood as he looked over the pictures from Bayville. He was certain that Randy Green would have extorted the hell out of him for the first hard pictures of the Bayville Spider but Green had actually been restrained in her negotiating so the pictures hadn't actually been _too _overpriced. It was; indeed, a good thing he hadn't sent Parker out there. The kid was a master at making him pay excessive amounts for his pictures, although to be fair a part of him actually understood where Parker was coming from: A kid desperate to help his aunt keep their home. Finding a talent and working it while still going to college and working on making something of was a work ethic that Jameson admired. It was the same as the determined way a young JJ Jameson had worked his way to the top in the vicious world of public media. So he cut Parker a little extra slack as opposed to some because the kid worked hard and he produced results and Jameson sympathized with him_. Hell.. I even kinda like the kid... God help me if he ever figures that out... _ for the two shared something in common. It was something that arrogant, grandstanding Spider-man could never understand.

But for now it was back to the Bayville Spider... _No... _Jameson corrected himself. _The Scarlet Spider... And he's a Bugle Exclusive! _So far; aside from a couple of blurry and grainy pictures that had shown up in one of the local papers, only Randy Green had yet managed to get shots of him. That gave Jameson a great deal of leeway on how to shape this for public consumption. On the one hand, he was a costumed showoff. On the other hand, he definitely was NOT Spider-man. Jameson had to wonder at what the webhead might think about this copycat running around in a nearby city. _It must gall him. _Jameson thought. And that was the clincher. This Scarlet Spider had given JJ the priceless gift of being able to stick something hard and fast in Spider-man's craw. After that the decision tree got much simpler.

_**"Ellis!" **_He barked.

"Yes Mr. Jameson?" Ellis said getting up and wondering if he forgotten one of Robinson's Laws for keeping Jameson happy.

"I want a front page piece on the Scarlet Spider. Call it **_'Scarlet Spider: Hero of Bayville!'_**

"Yes Mister Jameson."

"Good! Now what do you have on these Bayville Sirens?"

"Not much... Just what I'm getting from Randy Green sir. She says the Sirens are actually just a biker club. Probably just trying to make a name for themselves."

"Well not with _MY _paper they won't!" Jameson declared. "From here on out, drop the Sirens. From now on the Scarlet Spider is the only thing in Bayville that matters!"

"Yes Mr. Jameson."

"Good! Now get typing!"

* * *

><p><strong>Xavier Institute<strong>

That morning, another set of photos sat on the desk of Professor Charles Xavier. These had arrived mailed Same Day Mail addressed to him with only a short typed note:

_What are your students doing in their free time?_

Although the unnamed source (And he had some guesses whom that might be.) was hardly above suspicion, the implications were plain enough and not to be ignored if there was any chance they were genuine. To date, there was no real damage done, but the potential for serious trouble was very real. He sat considering exactly how he should handle this. If he was correct in his conclusions, he knew very well the faces hidden behind those sunglasses and further he suspected one more who knew as well and was torn between stopping them from getting into serious trouble and coming out with their secret. Xavier understood that. It was the sort of thing that could prove very fractious to the X-Men. Xavier certainly concurred with avoiding that. To confront the girls with this unsubstantiated proof could also be a bad choice. On the other hand, if they had no time to indulge in such pursuits...

* * *

><p><strong>The Apartment of Peter Parker, New York City<strong>

Peter Parker looked unhappily at the latest edition of the _Daily Bugle._ Splashed across the front page was a full color shot of the Scarlet Spider.

_So there's another clone running loose out there and how many more after that? What's the game now Miles? _He had to find out what was going on in Bayville. Tomorrow he would go talk to Mr. Jameson.

* * *

><p><strong>The Apartment of Ben Reilly, Bayville<strong>

"Scarlet Spider?" Reilly groaned looking at the paper. "Who comes up with this stuff?" Still it was a nice change that he was not being vilified at every turn. In the meantime he wondered just how someone had managed to get that good a photo of him. It did make him feel a little vulnerable. It was something to ponder as he got ready for tonight's patrol. He also wondered if he was going to run into the Sirens again. It was interesting food for thought.

* * *

><p><strong>On Lookout Position Three, Bayville<strong>

Rogue and Kitty were bored. Bored as hell. They would have preferred to be out as the Sirens, but they had no time with Xavier putting a priority on finding this Scarlet Spider.

It disappointed Kitty just a little that it wasn't the _real _Spider-man they were looking for. THAT would have been such a thrill! But then on the other hand, she and Rogue had seen the Scarlet Spider and even if Spider-man was more famous, the Scarlet Spider was monumentally cool in his own right. It DID help that they had convinced Tabby to join their stakeout. Xavier had allowed it and the girls hoped that Tabby might yet choose to rejoin the team.

Speaking of which...

"Man... No sign of those tight butt cheeks anywhere."

"What makes you think he'd be interested in you?" Kitty teased.

"Hey... It's Boom Boom! What's not to love?" Tabby replied.

"Yeah? Maybe Rogue is more his type?"

"Ah doubt it Kitty." Rogue answered dismissively.

"Or maybe it's Kitty that has a crush?" Tabby joked feeling relieved that they were alone with the other X-men and even some of the New Mutants also being dispersed into teams of three. Jean was with Amara and Rahne. Scott was teamed up with Kurt and Bobby. And Logan was with Ray and Roberto while Beast had Spyke and Cannonball with him. Storm patrolled the skies on her own**. **She wasn't sure she was ready to come back to the Institute yet... But she did enjoy hanging with the girls at least.

Kitty blushed.

"Pay attention y'all..."

* * *

><p><strong>An undisclosed location...<strong>

Magneto looked thoughtfully at the picture in the paper. _One of yours Charles? _He wondered though doubting it. This wasn't Xavier's style.

Still this might prove worth investigating.

"Sabretooth... I have a task for you..."

* * *

><p><strong>To Be Continued...<strong>


	8. Contact

A/N Once more the standard useless disclaimer: I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits.

As always, reviews are greatly appreciated.

And now presenting...

**Chapter Eight: Contact  
><strong>

**The Daily Bugle  
><strong>

**_"_**Forget it Parker!"

"But Mr. Jameson...!"

"I said forget it! Ellis and Randy Green are handling this. I need you to stay on Spider-man!"

"But Mr. Jameson.. Don't you think Spider-man is going to want to go after this copycat? I mean unless they're working together."

"Hmmm... You may have a point Parker." Jameson considered it. "All right. Get out to Bayville. You'll work with Randy Green. But I damned well better get some pictures out of this! I'm not going to pay for you to waste my time on an excursion trip!"

"Yes sir Mr. Jameson."

* * *

><p><strong>On Lookout Position One, Bayville (Second night.)<br>**

On another rooftop Bobby leaned against a railing arms folded.

"What's the big deal anyway Scott?"

"The 'Big Deal' is that this guy is running all over Bayville showing off his powers without a single thought to the consequences. He could expose all of us Bobby and frankly High School is tough enough without people getting into some mutant hysteria..."

"But he's a hero!" Kurt protested. "Even the Bugle says so. Maybe having a mutant celebrity could be a _good _thing?"

"Maybe Kurt. But I wouldn't count on it." Scott answers as he keeps scanning the skies. "Besides, that's only half the problem."

"Oh? What's the other half?"

"The Professor hasn't been able to find him even with Cerebro."

"But how can that be?" Kurt protested.

"I don't know Kurt but that's why we're out here."

"Well one good thing about being on this roof." Bobby observed.

"What's that?" Scott asked.

Bobby jerked a finger over his shoulder at another building in the distance. "At least I'm not over there with Logan and the happy twins..."

"Good point." Scott agreed and then went back to his scanning.

* * *

><p><strong>Lookout Position Four.<strong>

"How the hell did I end up being baby sitter to you two?" Logan growled as he interrupted another little tiff between Ray and Roberto. "I've heard enough out of you two ding dongs. So I'll go over your questions as delicately and informatively as I can one last time...

"One: No you can't go over to join Scott's team or Beast's team or anybody else's team.

"Two: We stay here until either the Professor or I say so.

"Three: I want your eyes open and your mouths to stay _shut_. Got it?" He punctuated his points by extending a claw at the two teens.

"Yessir!"

"Got It!"

"Good. Now get back to watching for Spider-Boy." _Next time I'll take Jamie... I'd get more eyes and less questions. And NO bickering_.

* * *

><p><strong>Downtown Bayville<strong>.

The Scarlet Spider carefully studied the rooftop below. _Well they seem to be looking so hard. I suppose I owe them a few minutes of my time for their troubles._

* * *

><p><strong>Bayville<strong>

Sabretooth sniffed the air again. He snarled as he looked up and spotted the figure on the wall staring at him. "So you're the wall crawler eh? I got someone who wants ta have a little chat with you. So do you wanna do this the easy way or the hard way...?

"I prefer the hard way myself." Creed grinned showing off his fangs.

"That suits me but you're making a mistake."

"Oh really? You trying to tell me there's another wall crawling weirdo out here?"

"No. I'm telling you that you've made a mistake coming to me."

"Is that a fact?" Sabretooth readied himself. Whoever this chump was, he was asking for a world of hurt and was about to get it.

"Yes." And a scarred figure dropped out of the shadows in front of him.

* * *

><p><strong>Lookout Position Three.<strong>

"So... Do you think we'll spot him tonight?" Kitty asked.

"Dunno." Rogue shrugged.

"Well who's up for a hot dog?" Tabby asked as she held a skewering fork and checked the mini grill she had set up. _After all... Who says we have to rough it?_

"Tabby... You know I don't eat meat."

"I got soy burgers for you Kitty."

"I hope you're making enough for everyone?" A mild voice says above them.

The three girls looked up.

"Sure thing hot stuff!" Tabby grinned.

Ben dropped to the roof top.

"Here we are supposed to find the Scarlet Spider and you find us!" Kitty exclaimed.

"Well you girls have been waiting so patiently I figured I at least owed it to drop in and say hello."

"You've been watchin' us?" Rogue asked.

"Yeah and your friends..." He pointed across the city. "There... There... There... And there..._" _He grinned. "Besides, I've been wondering when I'd catch up with you girls._"_

"What do you mean?"

"I put a Spider tracer on your jeep the other night at the warehouse." He said folding his arms.

Rogue rolls her eyes at Tabby. "Girls.. Ah think we've been had..."

"So..." Ben said studying the three young ladies. "Since you've all put a lot of effort into finding me, let's talk."

* * *

><p><strong>To Be Continued...<strong>


	9. Communication

A/N Once more the standard disclaimer as insisted by my lawyers at the Law Firm of Hild, Tokimi, and Associates: I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits.

As always, reviews are greatly appreciated.

And now presenting...

**Chapter Nine: Communication  
><strong>

**Bayville**

Sabretooth stared at his opponent with a smirk. "Who beat on YOU with the ugly stick? They sure did a number. Anything I can do is only gonna improve your ugly mug."

His opponent's eyes seemed to catch fire at this and he lashed out at the marginally larger mutant. Sabretooth narrowly avoided the first angry blow which shattered the wall behind him.

"You gotta do better than that with ME, ugly." He grabbed a hold of his opponent and threw him into the opposite wall. To his surprise, the masked man landed on the wall smoothly and unfazed. He lunged at Sabretooth and tackled him squarely. He slammed a palm across Creed's face and Creed screamed as his face began to burn at the acid touch.

_"My deformity is Parker's fault! He will pay for the pain of my existence! And now I share that pain! Bear the Mark of KAINE!"_

Sabretooth gathered his strength and kicked him off in one spasm of agonized fury. He ran off into the night half blind. The only thought in his mind beyond his own agony was that Whoever Kaine was, he was clearly NOT this Scarlet Spider and leaving him alone would be a _very_ good idea.

* * *

><p><strong>Lookout Position Three.<strong>

"So um... You promise not to say anything about the warehouse right?" Kitty asked nervously.

"Right." Ben assured them. He did not know what was going on between these girls and their teammates but it wasn't his place to get involved. He wasn't going to judge their motives for their nighttime activities any more than he wanted anyone to discuss his own reasons for what he did. So he promised.

Rogue nodded and hit her comlink. "This is Rogue. We got the Spider here. If y'all wanna chat then drop on by."

"So..." Tabby grinned while they waited for the rest of the team. "You gotta a Spider-Girlfriend around or is there an open field?" Ben's eyes went wide behind his mask as Rogue blushed and Kitty listened intent.

"What was that Rogue?" Scott's voice came back over the still open com line."We didn't get that last message."

"Ah... never mind Scott. Just come on over."

* * *

><p><strong>The Apartment of Peter Parker: New York.<strong>

"I hope this won't be too long MJ but I can't say for sure. I've told Aunt May I'll be back as soon as I can but..." He sighed.

"Don't worry Tiger. I promise I'll check in on her."

"Thanks MJ. You're the best!"

"You know it Tiger." Mary Jane smiled. "Now go take care of whatever you have to take care of."

Peter Parker nodded as he considered how lucky he really was. He wasn't going to let anyone take that away from him.

* * *

><p>As the other members of the X-men converged on the rooftop, Ben Reilly took a deep breath. He was exposing himself heavily here and he wasn't entirely certain why. He remembered how Peter Parker had tried to join the Fantastic Four shortly after he had become Spider-man only to be rebuffed. That had marked the beginning of his rivalry - 'friendship' with Johnny Storm. Sometimes it had been hard not to be jealous of the flashy and rather mouthy Storm. He wasn't hounded by the press and nor would he EVER have to worry about paying a mortgage. He could walk into a room and people would fawn all over him. But Ben Parker had taught his nephew that life wasn't about being fair. It was about making the best of what you had and Peter and through him... <em>Ben Reilly <em>had come to see that for the things that the hot headed Storm had, He would NEVER have an Uncle Ben or an Aunt May and as for girls... Well Peter had MJ and as for Ben... Who knew what just might be in his future?

But the point was that for whatever reason, Ben was here and now the X-men were here. Finally landing by helicopter and escorted By a scowling and rugged looking man was their apparent leader. Though apparently confined to a wheelchair, that took nothing away from the man's considerable presence.

"Greetings Scarlet Spider. I am Professor Charles Xavier and I have been looking forward to meeting you."

* * *

><p><strong>To Be Continued...<strong>


	10. Interview

A/N Once more the standard disclaimer as insisted by my lawyers at the Law Firm of Hild, Tokimi, and Associates: I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits.

As always, reviews are greatly appreciated.

That said, we present...

**Chapter Ten: Interview  
><strong>

"So you see, I established the Xavier Institute to train gifted individuals. Mutants... Much like yourself in the use of their abilities."

"Except that technically speaking I'm not a mutant."

The X-men looked in surprise even as Xavier nodded in understanding. "That would explain why Cerebro was unable to locate you. It is designed to scan for the X-gene."

"But if you're not a mutant... How _did _you get your powers?" Kitty asked.

"Well... I'm not sure you would believe me."

"Let me guess." Scott said. "You were bitten by a radioactive spider."

Ben waved a hand. "Of course not!"

"Yeah Scott! Don't be ridiculous!" Bobby rejoined.

"I'm a _clone _of a guy who was bitten by a radioactive spider." He pointed out with a smirk under his mask.

Everyone looked at him with a mixture of astonishment and suspicion.

"I swear... Well at least I'm _pretty _sure I'm the clone." Ben pondered this. Yes he was fairly certain. The way Peter had embraced MJ that night. Ben could only remember feeling that way for Gwen... Gwen who was now gone. Her clone was out there somewhere but Perhaps it would be for the best for her to have a life without Spider-men and the dangers that followed them.

"You realize you're putting us all at risk of exposure with your little hero bit." Wolverine said coolly.

"It's not a bit." Ben bristled. "We do this because we have to. This isn't some sort of game. I do this because I was given great power... And a damned better man than you taught us that with Great Power comes great responsibility You think it's some kind of dream dealing with people who want to kill you and don't care who gets hurt in the process?" _Or just hurt you and not caring who gets killed along the way... _The only thing worse is knowing that if I quit... Those maniacs will still be out there. Hurting people because they can! So forgive me if I don't particularly care about your opinion." He said pointedly at an annoyed Logan.

Xavier quickly interposed himself between them. _I only pray that Jean and the other girls are listening my masked friend. _"Please! Logan... Now is not the time." He gave Wolverine a look then turned to Ben.

"I ask you to forgive us for the way that sounded, but Wolverine is quite correct in that there is a reason we mutants prefer to remain in anonymity. If we were to be exposed under the wrong circumstances, the potential for misunderstanding and panic is immense and could result in a wave of anti-mutant hysteria.

"Frankly there are those mutants who believe that conflict with humanity is inevitable. They are convinced that the only chance for mutant survival lies in violent struggle. We oppose this. Mutants and humans must be able to reason together but to do that, we must await a time when conditions are more favorable for revealing to the world of our existence. I believe that you can understand that the wrong sort of exposure can twist even the best actions and intentions into something unpleasant."

Ben reluctantly nodded in agreement.

"Yet it is also true that the world is better off for having heroes among its marvels." Xavier added.

"So what is it you want with me?" Reilly asked

"We would like you to join us." Xavier replied. "Even if you aren't a mutant, your skills and abilities would be a considerable asset to us. And I believe our mutual association would be of benefit to you as well. It would be an opportunity to possibly help millions."

Ben thought carefully for a minute.

"I'll accept with certain conditions."

"And what would those be?" Xavier asked calmly.

"First is that I owe a great deal to someone in Bayville. He helped me when I had nothing because he decided it was the right thing to do and while I intend to pay forward what he gave me, I still intend to do anything I can to repay him and his wife."

"Not unreasonable. We'll see what we can do." Xavier promised impressed by the young man's integrity. "Second?"

"Second is that I still have an obligation here in Bayville. I'm not going to give that up."

"I think we can work out an acceptable compromise on that. Is there anything else?"

"Yes. I'll give you MY identity but not Spider-man's. Don't pursue it. Even if we learn he's the clone, I have no intention of EVER telling him. I'm not going to wreck his life over a meaningless so called 'truth'. Agreed?"

"Agreed."

"Then I guess we have a deal.'' Reilly said. "Well then I suppose it's time to take this mask off..." He pulled it off revealing the face of a blonde haired twenty year old.

"I'm Ben Reilly. How do you do?"

* * *

><p><strong>Magneto's Lair (The next day)<br>**

Magneto was surprised when Sabretooth returned. He noted the faint traces of finger shaped scars still on Creed's face.

"What happened?"

Sabretooth scowled as he reached for some burn cream. "Even with mutant healing this still burns like hell."

"Where is the Scarlet Spider?"

"Don't know. Didn't see him. The guy what did this sure weren't him but whoever he is... I'd hate to be someone he was _really_ mad at.''

"Could we recruit him?" Magneto asked intrigued.

"Doubt it. He's got his own agenda and I'm guessin' he ain't gonna take to taking orders from _anybody_. Take my advice. Leave this one alone and let someone else get in his way.''

* * *

><p><strong>Downtown Bayville (Later that afternoon)<strong>

'Randy Green' aka _Mystique _stood waiting at the bus stop arms folded and unhappy. She had gotten the call from Jameson that Peter Parker would be arriving to assist her in investigating both the Scarlet Spider and Spider-man, who was now presumed to be heading for or already in Bayville looking to confront his copy. Professionally, Randy Green had no cause to object. Parker being known for his ability to find the notorious wall crawler might be a particularly valuable asset. But Mystique on the other hand found very little to like about this situation. She certainly didn't need this human looking over her shoulder. She would keep him in the loop as much as necessary in regards to the Scarlet Spider, but as far as she was concerned, their investigations would be completely separate.

Currently a young man with dark hair got off the bus.

"Peter Parker?"

"Yes?" Peter couldn't understand why he felt the tiniest twinge in his Spider senses. _Probably just nerves. He's out there somewhere_. Peter thought to himself.

"I'm Randy Green. Mr. Jameson said we would be working together." She held out her hand politely.

He shook it politely. "I hope you don't take this the wrong way Ms. Green but I think that we'll cover more ground if we work different angles."

Inside Mystique smiled. _So Mr. Parker has his own angles to play... Works for me!_

"No offense taken." She smiled a touch. "I understand completely Mr. Parker..."_  
><em>

* * *

><p><strong>To Be Continued...<strong>


	11. Evaluation

First, the standard disclaimer: I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits.

As always, reviews are greatly appreciated.

Now...

**Chapter Eleven: Evaluation...**

**The Xavier Institute.  
><strong>

Ben let out an appreciative whistle as Will Brown's old Plymouth pulled up in front of the Xavier Institute. "Nice place."

Will Brown nodded in agreement. Then gave Ben a wry smile. "And before you ask, I don't think anyone in Bayville knows much about this place. I know a little more than most. The place was built in the 1890s and except for a few years after Brian Xavier was killed it's been in the Xavier family ever since."

"Sounds to me you know quite a bit about this place."

Will shook his head. "Just that when I was growing up, there were whispers about how Kurt Marko had married Xavier's widow for her money and that he beat his son for bullying his stepbrother. Apparently he was afraid Cain would kill his chances with the golden goose. Cain Marko is a case study on how to make a kid mean as hell. I got into a few fights with him myself and I could tell even then there was something wrong in that house. Cain was mean in a fight but if you beat him... He just had a look that no kid should have in his eyes." Brown shrugged. "Anyway, Kurt Marko died about nine years later and after he died, people just wanted to forget about this place. Bayville was a whole lot smaller the last time this place hosted anything you'd call a social event. And that; my boy, was a celebration of the birth of your new employer." He shok himself. "Anyway, I think I've spent enough time spreading old gossip. Just remember, Hannah still expects to see you for supper on Friday come hell or high water."

Ben grinned at that. "I'll be there."

"Good! Now then Mister Reilly, be off with ye! For I expect you've got a busy day ahead."

* * *

><p>Will was right. Aside from the small matter of moving in to the mansion, there was the paperwork to be filed in Xavier's office. Then there was a physical in Doctor McCoy's office. 'Beast' had confirmed that Ben was indeed a clone. It was painful yet liberating to know for certain who he was.<em> Or at least wasn't...<em>

Then came his first trip to the Danger Room. It was a simple introductory program designed to gauge his abilities. A simple little obstacle complete with moving obstacles, trap doors, and lasers...

"Wow! Look at him go!" Spyke exclaimed as most of the students had insisted on squeezing into the observation room to watch.

Logan grunted something about beginners luck. They watched as Ben completed the course with a reverse somersault and a perfect two point landing.

"Damn showoff..." Logan growled as he turned the program off.

"Oh come on Badger!" The newly reinstated Tabby teased. "You'da docked him points if he _hadn't _stuck the landing." It had not been easy for her to leave the Brotherhood. She cared a lot about those guys. But for the moment the barriers between them and Xavier's students were still up. They felt; and Tabby admitted there was some justification in this, that they were looked down upon by the others as the unsavory dregs. But Tabby wanted to be part of the team again and just maybe she could work on getting some of those walls down. In the meantime, she had a little bit of mischief to perform.

"By the way... Rogue?" I was supposed to show Ben around but I just realized I've got a mountain of studying to do so if you could fill in for me? I really need to crack the books."

"But Tabby..." Kitty started to object before Rogue could speak. Tabby had volunteered to play tour guide that morning before Kitty had a chance.

"Oh! Thanks for offering to help me study Kitty! You're a great friend you know that?" She pushed Kitty out of the room before anyone could say a word. "I'll be there in a minute Kitty!"

Rogue blinked as Ben walked in and took his mask off. "How was that?" He asked.

"Amazing!" Jamie declared.

"Wunderbar!" Kurt exclaimed.

"Beginners luck." Logan declared as Storm and Beast looked at him with amusement.

"That was solid!" Boom Boom declared grinning. "Oh! Rogue! Thanks for agreeing to show Ben around for me! Gotta run!" She left before either Rogue or Ben could say a word. Ben looked at Rogue curiously as Xavier stifled a laugh.

"That was a most impressive display Mr. Riley. Rogue? If you would be so kind to give Ben that tour now, I and the senior instructors have a few things to discuss. Scott... Jean... If the two of you would remain with us?" The other students recognized their dismissal and filed out of the observation room. Ben gestured to a somewhat embarrassed Rogue.

"I guess I'm all yours..." Ben told his reluctant guide.

Rogue's blush deepened. _Tabby... Ah swear Ah'm gonna kill you..._

* * *

><p>Xavier leaned back in his chair thoughtfully.<p>

"His natural skills are considerable." Hank said impressed.

"Yeah but the kid's still a loner." Logan replied.

"He wouldn't be alone in that now would he?" Storm pointed out.

"The question arises as how best to train him." Xavier said.

"I have a suggestion Professor." Jean said a bit hesitantly.

"Yes?"

"I think that this gives us the opportunity to address the advancement of several of the New Mutants. I think we should form a second team of X-men. I would suggest Storm as team leader. We take Rogue and Mr. Riley along with say three of the most capable New Mutants and train them as a team together."

Xavier nodded. "Storm?"

Ororo nods. "That is a logical idea. It least affects the effectiveness of the main team and makes best use of our available resources."

Xavier nodded. "In that case we need to decide which New Mutants to promote..."

* * *

><p><strong>Downtown Bayville<strong>

Peter surveyed the city skyline as he prepared for his first spin around Bayville. He didn't know whether he would run into this new clone so soon or not but he needed to get a feel for the city and there were photos to shoot at any rate. Something he could sell JJ and keep his backing up until Peter could get to the bottom of things.

* * *

><p><strong>To Be Continued...<strong>


	12. Selection

First, the standard disclaimer: I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits.

As always, reviews are greatly appreciated.

Now...

**Chapter Twelve: Selection**

**Xavier Insitute  
><strong>

Outside the Danger Room, the New Mutants (sans Jamie, who had mysteriously been called to Professor Xavier's office the previous afternoon.) waited with curiosity as the Professor arrived with Storm and Logan behind him.

"With the arrival of Mr. Riley and in recognition of your own progress at this institute, a suggestion has been made and approved to form a second team of X-Men." He smiled noting the immediately heightened attention and expectation from his students. "Storm will command this team in the field and Rogue will be second in command." He continued. "To this end, we will be selecting one of you to replace Rogue on the main team and three of you will begin training with the second team which we will now refer to as Blue and Gold Teams.

"To determine which of you will fill these four positions, we have decided that we will use a training competition to aid in our selections with a scenario designed by Logan and with the assistance of Jamie Maddrox. Logan?" He invited.

"We'll be breaking you into four pairs. When each pair enters the scenario, they will be competing against each other and the computer as well. "

"Please note that victory in the scenario will not be the sole basis of determining which students will be selected." Xavier informed them. "Now as to the pairings, First will be Sunspot and Berserker, next will be Jubilee and Wolfsbane, then Iceman and Cannonball, and finally will be Boom Boom and Magma."

"First team goes in ten minutes!" Logan barked. "Now get moving and suit up!"

They watched the students hurry out to change.

"Well this ought to be interesting." Logan smirked.

Xavier nodded picking up a stray wickedly amused thought from Logan. "Sentinel Hamsters?" Xavier raised an eyebrow in an almost Vulcan fashion.

"Yep!" Logan grinned. "What Jamie lacks in age, he more than makes up for with creativity!"

"Indeed." Xavier agreed anticipating his students' performance.

Ten minutes later exactly on schedule, Ben Reilly joined Professor Xavier and the other X-Men and a very eager Multiple in the observation deck of the Danger Room as the first scenario got underway. What he witnessed left Ben very impressed... Certainly of the fertile destructive creativity of Logan and Multiple at the very least.

About two hours later the last test was done with a battered Boom Boom helping a somewhat wobbly Magma into the observation deck. Amara smiled faintly as Tabby helped her sit down and they finally got a look at the others who had preceded them.

"At least we're not the worst off in this bunch." Tabby noted as Roberto held an icepack to his head and Jubilee got an extra cushion for Rahne. "I'm so sorry Rahne! I really didn't mean it!" She was profusely apologizing to Wolfsbane.

"What happened to you two?" Tabby asked.

"Sentinel Hamsters!" Jubilee answered. "There must have been thousands of them. I kinda panicked and well... " She shrugged helplessly.

"Dinna worry bout it none!" Rahne dismissed. "It's quite understandable! I was pretty well ta freakin' out m'self!"

"At least you girls got that far!" Bobby pointed out grinning at Sunspot and Berserker. "I hear that Ray and Roberto knocked each other out even before that part of the program fired."

"Indeed." Xavier confirmed. "As for the results of the test, I think that we have reached a consensus based upon your performances, I must say that I was... generally... very pleased and impressed with your efforts but in the end... Congratulations to Bobby Drake. Based upon your performance, you will be assigned to Blue Team. And to Tabby Smith, Sam Guthrie, and Amara Aquilla. You three will join Storm, Rogue, and Ben Reilly on Gold Team. You will begin training tomorrow morning. For those of you who were not selected, I only ask you to continue training and be patient with us and yourselves. Your time will come."

* * *

><p><strong>Empire Lodge, Bayville<strong>

Seward Trainer was an increasingly worried man. What had started as a relatively straight forward plan had gone completely off the rails. Instead of befriending Parker's clone, he had been forced to observe at a distance waiting an opportunity but now even that plan had fallen through as the clone had seemed to vanish. True there were still Spider-Man sightings being reported in town but the clone had vanished. Trainer's employers both had begun to suggest that they might not need his services. That they might choose to take more direct action.

Little did he know that these problems were small matters beside the one which was now closing on him as he returned to the shabby motel which had become his home. He wearily tossed his keys on the desk unsure of what to do about his increasingly precarious situation. He absently flipped the light switch only to find the light apparently dead. It was only after a minute he noticed the large shadowed figure sitting patiently across the room.

"Welcome home Doctor Trainer..."

* * *

><p><strong>To Be Continued...<strong>

**Author's Note: The concept of 'Sentinel Hamsters ' originally appeared in a fanfic by Red Witch. The notion was just too evil to not borrow it.**

**Until next time!  
><strong>


	13. Plans

First, the standard disclaimer: I do not own any of these recognizable Marvel properties and this is for fun, no profit here so please no lawsuits.

As always, reviews are greatly appreciated.

* * *

><p><strong>Chapter Thirteen: Plans<strong>

**Empire Lodge, Bayville**

_"Welcome home Doctor Trainer..."_

Seward froze dead in his tracks. The voice was familiar but wrong somehow. Deeper perhaps?

"Who are you?"

"Why I'm the prodigal son, doctor." His visitor said without humor. "Have you forgotten me so soon?" He took off what was apparently a mask and clicked on the lamp by the bedside.

Trainer recognized the scarred face instantly. It was the face of nightmares. "You... But Doctor Warren?"

"Destroyed me? Is that what he told you? He only wishes. I'm sure he planned to but if I'm an abomination as he claims, then one beneficial consequence of his mistakes is that I'm much stronger than he expected."

"Why did you come here?" Trainer asked the clone.

"Why are YOU here?" He countered, examining the back of his hand as if the answer was of trifling importance.

"I'm supposed to keep an eye on Parker." He avoided mentioning that it was Parker's _clone_ he was looking for. He suspected that mentioning Doctor Warren's favorite son could only serve to anger his deformed and possibly deranged predecessor.

"Are you _sure _it's Parker? That may be what you tell Osborn but it's not what you tell _Father._"

"I..."

"Don't act so scared doctor. If I wanted to kill you I wouldn't be wasting my time talking to you. You'd be dead and I would be elsewhere."

"What do you want?" Seward fought to remove the fear from his voice.

"I want PARKER!" A huge fist banged down on nightstand smashing it to pieces. The clone got up and advanced toward Trainer. "I want him dead and I'm going to kill anyone who gets in my way. And then either you or Doctor Warren is going to fix me. For that I'll need little brother's help won't I?"

"Uh?"

"Don't play dumb with me. It really doesn't suit you." He placed a large hand on Trainer's shoulder. "Truth is I would MUCH rather spare you Seward. You aren't the one who discarded me like a piece of trash! Plus there's the matter that though I don't trust either of you, I believe that if we can make an arrangement, I can more likely trust you to keep it than I can father. So here is what is going to happen Seward: You will go about your business reporting to both Doctor Warren and Osborn. I offer you my protection and in exchange, you work for me. You are going to be very valuable to me Seward."

Trainer didn't have to think long on this. Aside from the fact that the clone might kill him if he refused, this might be his only way out. Like a drowning man gratefully clutching a thrown life preserver, he grabbed it eagerly.

"Yes."

"Good." The clone said putting his mask back on. "You can call me Kaine..."

* * *

><p><strong>Bayville High (Two weeks later)<strong>

It turned out that assuming a new life was much easier when one had the cooperation of an independently wealthy backer and the recommendation of two highly regarded scholars. There had also been a passing mention by Logan of cashing in a favor but his tone advised Ben not to ask. With that in mind, Ben wrote his name on the blackboard as Bayville High's new science teacher.

This latest career change had started off as Ben watched Xavier's other students pile off to school. He (Or rather Peter Parker) had graduated Midtown High with honors and in the absence of the younger kids simply had very little to do. Certainly there was training in the danger room, maintenance on the vehicles, being jabbed by needles as Beast studied him and his abilities, housecleaning... (Not a cobweb left in sight) and boredom. For one thing, solo training in the danger room did absolutely nothing to address his main weakness. Mainly his inexperience at working as part of a team. Individually, his skills made him one of the most formidable people here. But teamwork was the heart of the X-Men and he needed lots of practice. Then over a coffee break amid another of Beast's research sessions, an idea had come up as Ben mentioned his frustration to Hank:

It seemed that for a short period, an agent of Magneto's named Mystique had infiltrated Bayville High posing as the School Principal Ms. Darkholme. Although Mystique had since vanished, her successor as Principal; a Mr. Kelly, had proven to be a paranoid nutcase. So; they reasoned, why not have someone on their side to help keep an eye on the kids? After a brief discussion, Xavier had approved the idea and work had begun on creating a paper trail confirming that Mr. Ben Reilly was a fully accredited science teacher. Kelly had leapt at finding a replacement for the missing Professor McCoy and so now Ben found himself teaching his first class.

He looked over the students, Kitty Pryde was one he expected to do well. Infact her tests had suggested she had a higher IQ than his. _Guess that proves cooking is an art not a science. _He thought wryly. Although her baked goods seemed to defy known laws of physics. Lance Alvers was another student in this class along with one Pietro Maximoff. Both were members of the Brotherhood and were constantly having run ins with the kids from the institute. Lance; though, seemed to harbor a thing for Kitty. And although his juvenile record was extensive, he too had tested as an exceptionally bright student _if he could be made to apply himself!_

Ben had read the files on all the Brotherhood kids. It had been a series of blunders and missteps that had put them in the Brotherhood. Tolensky, Alvers, Dukes... Outsiders with none of the advantages that Xavier's students had and they were not surprisingly resentful. This made them very easy for someone like Magneto to manipulate.

Frankly it was past time someone did something about that.

As the bell rang and the last student took her seat, Ben dropped a tiny sliver of potassium into a vat of water.

_**Foom!**_

The class stared wide open.

"Good! Now that I have your attention... My name is Mister Reilly and welcome to the world of science!"

* * *

><p><strong>To Be Continued...<strong>


End file.
